PROFESSIONAL ARTIST SERVICES AGREEMENT
BETWEEN
MIAMI-DADE ART IN PUBLIC PLACES TRUST
AND
«VENDOR_NAME_» «DBA»
FOR
PROPOSAL DEVELOPMENT SERVICES
THIS PROFESSIONAL ARTIST SERVICES AGREEMENT FOR PROPOSAL
DEVELOPMENT SERVICES, is made and entered into this «PSA_Date_», by and
between the Miami-Dade County Art in Public Places Trust, a citizen board appointed
by the Miami-Dade Board of County Commissioners and hereinafter referred to as the
"Trust", and «Artist_Name_» «DBA» hereinafter referred to as the "Artist".
WITNESSETH:
WHEREAS, the County is implementing a public art program as set forth in
Section 2-11.15 of the Code of Miami-Dade County, allocating certain funds for the
acquisition of art works for public places and authorizing the Art in Public Places Trust
to approve the selection of artists and make payments for the design, fabrication and
installation of works of art; and
WHEREAS, funds for art have been allocated in accordance with Ordinance 94-
12 from the Code of Miami-Dade County; and procedures duly adopted by the County;
and
WHEREAS, the Artist was selected by the Trust through procedures duly
adopted by the County under Trust Resolution No. APPT «Resolution_Number»,
approving a Proposal Contract with the Artist as set forth herein; and
WHEREAS, both parties wish the integrity and clarity of the Artist's ideas in the
work of art to be maintained;
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties agree as follows:
DEFINITIONS
WORDS AND TERMS
The words and terms as used in this Agreement shall have the following meanings
unless some other meaning is plainly and clearly set forth.
Architect
"Architect" means design professional team selected by the Client
Artist
"Artist" means «Vendor_Name_»
1
Client
“Client” means the «Client_» and its designated project management staff with whom
the Artist will collaborate in the development of his/her proposal
Consultants
"Consultants" means design, engineering or other professional consultants contracted
by the Client and or its designee with which the "Artist" may be required to interact for
purposes of completing the "Services" as described in this Agreement
County
"County" means Miami-Dade County, Florida
Director
"Director" means the Director of the Miami-Dade County Department of Cultural Affairs
Construction Manager
“Construction Manager” means a Florida certified general contractor contracted by the
Client to perform pre-construction and construction services on the project site with
which the "Artist" may be required to interact for purposes of completing the "Services"
as described in this Agreement
Proposal
"Proposal" means the artwork suggested by the Artist and its visual/written
documentation
Services
"Services" means the Scope of Services described in Article I of this Agreement
Subcontractor
"Subcontractor" means any entity retained by the Artist for activities other than the
creative and artistic portions of the work
Trust
“Trust” means Miami-Dade Art in Public Places Trust
2
ARTICLE I
SCOPE OF SERVICES
1.1 GENERAL
The Artist shall develop and submit to the Trust a Proposal for a work of art (the
"Work") for the «Project» (the "Project") located at «Site» (the "Site").
1.2 PROPOSAL FORMAT
The Proposal shall be submitted in both electronic format (PDF or Word file) and
hard copy and shall be in the following form:
1.2.A) A Proposal Narrative (the "Artist's Proposal Statement") describing the
Artist’s Design Intent and drawings, graphic or other visual representation
of the Work, together with such other data and graphic material as is
necessary to portray the Site preparation and permit the County to assess
its feasibility and compliance with applicable statutes and ordinances; and
1.2.B) A Preliminary Project Budget (the “Budget”) outlining “Probable
Construction Costs” for the fabrication, delivery, site preparation and
installation of the Work. The Budget will include applicable headings for
all work to be performed by the Artist and any work to be subcontracted by
the Artist, as well as any specialty items such as mock-up samples and
models anticipated by the Artist to be part of the costs to fabricate and
install the Work.
1.3 PROCEDURE
The Artist shall determine the artistic expression, size, material, texture, color,
location and method of fabrication of the Work, all subject to review and
acceptance by the Trust, as provided below.
1.3.A) Promptly after the execution of this Agreement the Artist shall meet
with Miami-Dade Art in Public Places (APP) and the Department of
Cultural Affairs Project Management Team in order to receive from
them a full review of the planning process involving the design of
the Project, a full review and discussion of all plans developed for
the Site and complete background information regarding all
considerations affecting the plans for the Area (the "Project
Orientation Meeting).
1.3.B) The Artist shall submit the completed Proposal to the Trust on the
date designated for the Proposal Presentation Meeting. The artist
will be promptly notified in writing of this date, which will be within 4-
5 weeks from the date of the Project Orientation Meeting.
3
1.3.C) On or before the expiration of 30 days after the original submission
to the Trust by the Artist of the Proposal, the Trust shall notify the
Artist whether it has approved the Proposal.
1.3.D) If the Trust determines that the Proposal is not acceptable, it shall
provide the Artist a statement in writing of the reasons for such
determination. In such event, the Trust may at its option either
terminate this Agreement as provided in Article III, Section 3.6
below or afford the Artist an opportunity to submit a new Proposal
for the Work within a reasonable period of time specified by the
Trust, and the Trust shall notify the Artist within 30 days after any
such second submission of its determination as to the acceptability
of such Proposal; if it determines that the Work as so proposed is
not acceptable, it shall provide to the Artist a statement in writing of
the reasons for such determination, and this Agreement shall
terminate as provided under Article III, Section 3.6 below.
1.3.E) The Artist shall attempt to negotiate an agreement for Additional
Services for the Work upon notification to the Artist by the Trust that
the Proposal has been approved.
ARTICLE II
COMPENSATION
2.1 FIRM FIXED PRICE
The Trust shall pay the Artist a Not-to-Exceed Fee (the "Artist’s Proposal Fee")
in the amount of «Written_Amount» AND NO CENTS ($«Amount».00) for the
preparation of a Conceptual Design Proposal for the Project. THE NOT-TO-
EXCEED ARTIST’S FEE SHALL CONSTITUTE FULL COMPENSATION FOR
ALL SERVICES AND MATERIALS TO BE PERFORMED AND FURNISHED BY
THE ARTIST UNDER THIS AGREEMENT, INCLUDING THE ARTIST'S FEE,
ANY SUBCONTRACTED WORK, TRAVEL EXPENSES, AND/OR ANY
RELATED OVERHEAD EXPENSES. The Artist's Proposal Fee includes one (1)
working meeting for purposes of conducting site visit and/or meeting with the
Project’s Design Team and the County as may be deemed appropriate to
complete the Services outlined in this agreement, and one (1) meeting to present
the design proposal to the Professional Advisory Committee panel for review (the
"Proposal Presentation Meeting").
2.2 METHOD OF PAYMENT
4
2.2.A) Artist's Proposal Fee
The Trust shall pay the Artist the Not-to-Exceed Fee in preparation of the
Conceptual Design Proposal for the Project in one lump sum of $«Amount».00
upon completion of the services, receipt of the artist’s invoice, and verification
and approval by the Director.
ARTICLE III
GENERAL CONDITIONS
3.1 OWNERSHIP OF INSTRUMENTS OF SERVICE
Upon completion of the Services, all designs and other data, including the model,
developed by the Artist and delivered to the Trust for the purpose of this
Agreement, shall become the property of the County. All data as described
herein shall be delivered to the Director prior to completion of the Agreement and
final payment to the Artist. The County does not intend to own the copyright of
the Work.
3.2 TIME EXTENSIONS
A reasonable extension of contract time will be granted by the Trust in the event
there is a delay on the part of the County in fulfilling its part of the Agreement or
should conditions beyond the Artist's control or Acts of God render performance
of his/her duties impossible. Where such conditions arise, the Artist shall so
notify the Director in writing with an explanation describing the circumstances
that do not permit him/her to complete the services as described in this
Agreement in the time allotted. In such event, the parties hereto understand and
agree that the Director shall be the sole judge of what constitutes "beyond the
Artist's Control".
3.3 WARRANTY OF ORIGINALITY
The Artist warrants that the tangible objects it delivers to the County in the
performance of this Agreement shall be the result of the artistic efforts of the
Artist and that, unless otherwise stipulated, the Work shall be unique and an
edition of one.
3.4 ASSIGNMENT, TRANSFER OR SUBCONTRACTING
A material element of this Agreement is the personal skill, judgement and
creativity of the Artist. Therefore, the Artist shall not assign, transfer or
subcontract the creative and artistic portions of the Work to another party without
the prior written approval of the Director.
3.5 INDEPENDENT CONTRACTOR
5
The Artist is an independent contractor and nothing in this Agreement shall be
construed as constituting the Artist an employee, agent or representative of the
County. The Artist shall not be supervised by any employee of the County, nor
shall the Artist exercise supervision over any employee or officials of the County.
3.6 TERMINATION FOR CONVENIENCE
Performance by either party under this Agreement may be terminated for the
convenience of either party at any time upon furnishing sixty (60) days written
notice to the other party. In the event of termination for convenience of either
party, the Artist shall at his/her discretion have the right to either:
3.6.A) an equitable adjustment in the fee (without allowance for an
anticipated profit on unperformed services) in which event the Trust
shall have the right at its discretion to possession and transfer of
title to the sketches, design, and models already produced and
submitted or produced for submission by the Artist under this
Agreement prior to the date of termination, provided that no right to
fabricate or execute the Work shall pass to the Trust; or
3.6.B) the possession of all sketches, designs, models or other documents
or materials produced and submitted or produced for submission to
the Trust in the course of the Artist's performance under this
Agreement prior to termination, in which case the Artist shall remit
to the Trust a sum equal to all payments (if any) made to the Artist
pursuant to this Agreement prior to termination.
3.7 CONFLICT OF INTEREST
The Artist covenants that he/she presently has not interest and shall not acquire
any interest, direct or indirect, which would conflict in any manner or degree with
the performance of Services under this Agreement. The Artist further covenants
that in the performance of this Agreement, no person having such interest shall
be employed by the Artist.
3.8 PUBLICITY AND NEWS RELEASES
The Artist shall not during the performance of this Agreement disseminate
publicity or news releases regarding this project or the Services without prior
written approval of the Director.
(THIS AREA LEFT BLANK INTENTIONALLY)
6
3.9 ENTIRETY OF AGREEMENT
This writing embodies the entire agreement and understanding between the
parties hereto, and there are no other agreements and understandings, oral or
written, with reference to the subject matter hereof that are not merged herein
and superseded hereby. No alteration, change, or modification of the terms of
the Agreement shall be valid unless made in writing and signed by both parties
hereto and approved by appropriate action of the Trust. This Agreement,
regardless of where executed, shall be governed by and consulted according to
the laws of the State of Florida.
IN WITNESS WHEREOF the parties hereto have executed these presents this
_____________ day of _______________________, 2018.
ATTEST:
HARVEY RUVIN, CLERK MIAMI-DADE COUNTY, FLORIDA
BY ITS ART IN PUBLIC PLACES TRUST
BY: __________________ BY: _____________________________
DEPUTY CLERK Michael Spring, Senior Advisor
OFFICE OF THE MAYOR
Director, Department of Cultural Affairs
ATTEST:
BY: _____________________
ARTIST
_____________________
WITNESS
Approved as to form and legal sufficiency: _______________________
Attachment: Trust Resolution APPT No. «Resolution_Number»
